EXHIBIT 3.2c
===============================
BYLAWS
OF
THE UNITED ILLUMINATING COMPANY
(a Connecticut corporation)
ADOPTED NOVEMBER 20, 1939
As Amended to March 22, 1999
===============================
BYLAWS
OF
THE UNITED ILLUMINATING COMPANY
(A CONNECTICUT CORPORATION)
ADOPTED NOVEMBER 20, 1939
AS AMENDED TO MARCH 22, 1999
-----
ARTICLE I.
OFFICES.
SECTION 1. PRINCIPAL OFFICE. The location of the principal office of the
Corporation shall be in the Town of New Haven County of New Haven in the State
of Connecticut.
SECTION 2. OTHER OFFICES. The Corporation may also have an office in the Town of
Bridgeport, County of Fairfield in the State of Connecticut, and other offices
at such other places within or without the State of Connecticut as the Board of
Directors or the President may from time to time determine or as the business of
the Corporation may require.
ARTICLE II.
MEETINGS OF SHAREHOLDERS.
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be held
at the principal office of the Corporation in the State of Connecticut, or at
such other place in said State as the Board of Directors or the President may
determine, on the first Wednesday of April in each year, unless another date
shall be designated by the Board of Directors, in which case such meeting shall
be held on the date so designated, for the purpose of electing a Board of
Directors and for the transaction of any other business which may legally come
before the meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called
at any time by the President, or in his absence or disability by a Vice
President, and shall be called on the request in writing or by a vote of a
majority of the Board of Directors or upon the written request of the holders of
not less than 35 percent of the voting power of all shares entitled to vote at
the meeting. Special meetings of the shareholders may be held at such place
within the State of Connecticut as is specified in the notice or call of such
meeting.
SECTION 3. NOTICE OF MEETINGS. A written or printed notice of each meeting of
shareholders, stating the place, day and hour of the meeting and the general
purpose or purposes for which it is called, shall be mailed, postage prepaid, by
or at the direction of the Secretary, to each shareholder of record entitled to
vote at such meeting, addressed to the shareholder at the shareholder's last
known post office address as last shown on the stock records of the Corporation,
not less than ten days nor more than sixty days before the date of the meeting.
SECTION 4. QUORUM. At any meeting of the shareholders, the holders of a majority
of the voting power of the shares entitled to vote, present in person or by
proxy, shall constitute a quorum for such meeting, except as otherwise expressly
provided by statute, the Certificate of Incorporation of the Corporation or
these Bylaws. In the absence of a quorum, the holders of a majority of the
voting power of the shares entitled to vote, present in person or by proxy, may
adjourn the meeting from time to time, not exceeding thirty days at any one
time, without further notice, until a quorum shall attend, and thereupon any
business may be transacted which might have been transacted at the meeting as
originally called.
Except where otherwise expressly provided by statute, the Certificate of
Incorporation of the Corporation or these Bylaws, when a quorum is present at
any duly held meeting, directors shall be elected by a plurality of the votes
cast by the holders of the voting power of shares entitled to vote in the
election of directors, and any other action to be voted on shall be approved if
the votes favoring the action cast by the holders of the voting power of the
shares entitled to vote on the matter exceed the votes opposing the action cast
by such shareholders.
SECTION 5. VOTING. Each holder of a share which may be voted on a particular
subject matter at any meeting of shareholders shall be entitled to one vote, in
person or by proxy, for each such share standing in his name on the books of the
Corporation on the record date for such meeting. All voting at meetings of
shareholders shall be by voice vote, except that the vote for the election of
directors shall be by ballot and except where a vote by ballot is required by
law or is determined to be appropriate by the officer presiding at such meeting.
SECTION 6. INSPECTORS OF PROXIES AND TELLERS. The Board of Directors or, in the
absence of action by the Board of Directors, the President or, in the absence or
disability of the President, the chairman of the meeting may appoint two persons
(who may be officers or employees of the Corporation) to serve as Inspectors of
Proxies and the same persons or two other persons (who may be officers or
employees of the Corporation) to serve as Tellers at any meeting of
shareholders. The determination by such persons of the validity of proxies and
the count of shares voted shall be final and binding on all shareholders.
2
ARTICLE III.
DIRECTORS.
SECTION 1. GENERAL POWERS. The property, affairs and business of the Corporation
shall be managed by its Board of Directors, which may exercise all the powers of
the Corporation except such as are by law or by the Certificate of Incorporation
of the Corporation or by these Bylaws expressly conferred upon or reserved to
the shareholders.
SECTION 2. NUMBER AND TERM OF OFFICE. The number of directorships shall be
thirteen. Directors shall be elected to hold office until the next annual
meeting of the shareholders and until their successors shall have been elected
and qualified.
SECTION 3. VACANCIES. Subject to the provisions of the second paragraph of this
Section, in case of any vacancy among the directors through death, resignation,
disqualification, failure of the shareholders to elect as many directors as the
number of directorships fixed by Section 2 of this Article III, or any other
cause except the removal of a director, the directors in office, although less
than a quorum, by the affirmative vote of the majority of such other directors,
or the sole director in office if there be only one, may fill such vacancy;
provided that the shareholders entitled to vote may fill any such vacancy not so
filled.
If any such vacancy occurs in respect of a director elected by a particular
class of shares voting as a class, and if such class is still entitled to fill
such directorship, the remaining directors elected by such class, by the
affirmative vote of a majority of such remaining directors, or the sole
remaining director so elected if there be only one, may fill such vacancy;
provided the shareholders of such class may fill any such vacancy not so filled.
The resignation of a director shall be effective at the time specified therein
and, unless otherwise specified therein, the acceptance of a resignation shall
not be necessary to make it effective.
SECTION 4. REMOVAL OF DIRECTORS. Any director may be removed from office either
with or without cause at any time, and another person may be elected in his
stead to serve for the remainder of his term at any special meeting of the
shareholders called for the purpose, by vote of a majority of all the shares
outstanding and entitled to vote.
SECTION 5. PLACE OF MEETING. The directors may hold their meetings and have one
or more officers and keep the books of the Corporation (except as otherwise at
any time may be provided by
3
law) at such place or places within or without the State of Connecticut as the
Board of Directors may from time to time determine.
SECTION 6. ORGANIZATION MEETINGS OF THE BOARD. The newly elected Board of
Directors may meet for the purpose of organization, for the election of
officers, and for the transaction of other business immediately following the
adjournment of the annual meeting of the shareholders or at such other time and
place as shall be fixed by the shareholders at the annual meeting, and if a
quorum be then present no prior notice of such meeting shall be required to be
given to the directors. The time and place of such organization meeting may also
be fixed by written consent of the newly elected directors, or such organization
meeting may be called by the President upon reasonable notice.
SECTION 7. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be
held at such times and places within or without the State of Connecticut as the
Board of Directors shall from time to time designate.
SECTION 8. SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called at any time by the Chairman of the Board of Directors (if one there be)
or by the President or, in the absence or disability of the President, by a Vice
President, and shall be called upon the written request of two directors, or may
be called by a majority of the directors. Special meetings of the Board shall be
held at such place, either within or without the State of Connecticut, as shall
be specified in the call of the meeting.
SECTION 9. NOTICE OF MEETINGS. The Secretary of the Corporation shall give
reasonable notice to each director of each regular or special meeting, either by
mail, telegraph, telephone or personally, which notice shall state the time and
place of the meeting.
SECTION 10. QUORUM. A majority of the number of directorships shall constitute a
quorum for the transaction of business, except where otherwise provided by
statute or by these Bylaws, but a majority of those present at any regular or
special meeting, if there be less than a quorum, may adjourn the same from time
to time without notice until a quorum be had. The act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as otherwise may be provided by statute or by
these Bylaws.
SECTION 11. COMPENSATION OF DIRECTORS. The Board of Directors shall have
authority to fix the compensation of directors and of members of committees of
the directors, including reasonable allowances for expenses incurred in
connection with their duties.
4
SECTION 12. ACTION WITHOUT MEETING. If all of the directors severally or
collectively consent in writing to any action taken or to be taken by the
Corporation, and the number of such directors constitutes a quorum for such
action, such action shall be as valid corporate action as though it had been
authorized at a meeting of the Board of Directors. The Secretary shall file such
consent or consents with the minutes of the meetings of the Board of Directors.
ARTICLE IV.
EXECUTIVE COMMITTEE AND OTHER COMMITTEES.
SECTION 1. APPOINTMENT. The Board of Directors, by resolution adopted by the
affirmative vote of directors holding a majority of the directorships, may
appoint an Executive Committee, consisting of four or more directors, one of
whom shall be the Chairman of the Board of Directors (if one there be) to serve
during the pleasure of the Board, and may fill vacancies in such committee. The
Executive Committee shall have and may exercise all such authority of the Board
of Directors as shall be provided in such resolution.
SECTION 2. MINUTES. The Executive Committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors.
SECTION 3. OTHER COMMITTEES. The Board of Directors, by resolution adopted by
the affirmative vote of directors holding a majority of the directorships, may
appoint any other committee or committees consisting of two or more directors to
serve during the pleasure of the Board, which committees shall have and may
exercise such authority of the Board of Directors as shall be provided in such
resolution.
ARTICLE V.
OFFICERS, AGENTS AND ATTORNEYS.
SECTION 1. EXECUTIVE OFFICERS. The executive officers of the Corporation shall
be a Chairman of the Board of Directors, if the Board of Directors so determine,
and a President, one or more Vice Presidents, a Secretary and a Treasurer, all
of whom shall be elected by the Board of Directors. The Board of Directors may
also appoint such additional officers, including, but not limited to, one or
more Assistant Secretaries and Assistant Treasurers, as in their judgment may be
necessary, who shall have authority to perform such duties as may from time to
time be designated by the Board of Directors or by the President. Any two of
said offices may be held by the same person, except that the same
5
person shall not be President and Vice President, or President and Secretary.
SECTION 2. POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD OF DIRECTORS. The
Chairman of the Board of Directors (if one there be) when present shall preside
at all meetings of the Board of Directors, of the Executive Committee, and of
the shareholders. He shall have such powers and shall perform such duties as may
from time to time be assigned to him by the Board of Directors.
If so designated by the Board of Directors, the Chairman of the Board of
Directors shall be the chief executive officer of the Corporation and as such,
he, and not the President, shall have and possess all of the powers and
discharge all of the duties assigned to the President in these Bylaws, except
that (1) in the absence, disability or death of the Chairman of the Board of
Directors, the President shall have and possess all of such powers and discharge
all of such duties, (2) the Board of Directors may delegate one or more of such
powers and duties to the President, (3) the Chairman of the Board of Directors
shall not have the power or duty, of signing certificates for the shares of the
Corporation and (4) both the Chairman of the Board of Directors and the
President shall be included among those officers who may act with respect to
shares of other corporations held by the Corporation and who may sign or
countersign checks, drafts and notes of the Corporation under the provisions of
Sections 5 and 6, respectively, of Article VII of these Bylaws.
SECTION 3. POWERS AND DUTIES OF THE PRESIDENT. The President shall be the chief
executive officer of the Corporation unless the Board of Directors designates
the Chairman of the Board of Directors as the chief executive officer of the
Corporation; he may sign, with the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer, certificates for the shares of the
Corporation, and he shall sign and execute, in the name of the Corporation, all
deeds, mortgages, bonds, contracts or other instruments authorized by the Board
of Directors, except in cases where the signing and execution thereof shall be
delegated by the Board of Directors or by these Bylaws to some other officer or
agent of the Corporation; and, in general, shall perform all the duties incident
to the office of the President; provided, however, that any or all of the powers
and duties of the President above set forth may be delegated by the Board of
Directors by vote or by a contract of the Corporation approved by the Board, to
some other officer, agent or employee of the Corporation. In the absence of the
Chairman of the Board of Directors, or if there shall be no Chairman of the
Board of Directors, the President shall preside at all meetings of the Board of
Directors, of the Executive Committee, and of the shareholders.
SECTION 4. POWERS AND DUTIES OF THE VICE PRESIDENTS. In the absence, disability
or death of the President, a Vice President shall have and possess all the
powers and discharge all the
6
duties of the President, and the Board of Directors may designate the particular
Vice President, if more than one, thus to possess the powers and discharge the
duties of the President. Any Vice President may also sign, with the Secretary or
an Assistant Secretary or the Treasurer or an Assistant Treasurer, certificates
for the shares of the Corporation, and shall perform such other duties as from
time to time may be assigned to him by the Board of Directors or by the
President.
SECTION 5. POWERS AND DUTIES OF THE SECRETARY. It shall be the duty of the
Secretary to act as Secretary of all meetings of the Board of Directors and of
the shareholders of the Corporation and keep the minutes thereof in a proper
book or books to be provided for that purpose; he shall see that all notices
required to be given by the Corporation are duly given or served; he may sign,
with the President or a Vice President, certificates for the shares of the
Corporation; he shall have the custody of the seal of the Corporation and, on
behalf of the Corporation, he may attest and affix the corporate seal to such
instruments as may require the same; and he shall in general perform all of the
duties incident to the office of Secretary, and such other duties as may from
time to time be assigned to him by the Board of Directors or by the President.
SECTION 6. POWERS AND DUTIES OF THE TREASURER. The Treasurer shall have the care
and custody of all the funds and securities of the Corporation which may come
into his hands and shall deposit all such funds to the credit of the Corporation
in such banks, trust companies or other depositaries as shall be designated by
the Board of Directors or pursuant to its authorization; he shall enter, or
cause to be entered, regularly, in books to be kept by him for that purpose,
full and adequate account of all moneys received and paid by him on account of
the Corporation, and shall render a detailed statement of his accounts and
records to the Board of Directors as often as they shall require the same; he
may endorse for deposit or collection all negotiable instruments requiring
endorsement for or on behalf of the Corporation; he may sign all receipts and
vouchers for payments made to the Corporation; he may sign, with the President
or a Vice President, certificates for the shares of the Corporation; and he
shall in general perform all the duties incident to the office of Treasurer, and
such other duties as may from time to time be assigned to him by the Board of
Directors or by the President.
SECTION 7. POWERS AND DUTIES OF ASSISTANT SECRETARY AND ASSISTANT TREASURER. In
the absence, disability or death of the Secretary or whenever the convenience of
the Corporation shall make it advisable, an Assistant Secretary shall have and
possess all the powers and discharge all the duties of the Secretary; and in the
absence, disability or death of the Treasurer or whenever the convenience of the
Corporation shall make it advisable, an Assistant Treasurer shall have and
possess all the powers and discharge all the duties of the Treasurer.
7
SECTION 8. AGENTS AND ATTORNEYS. The Board of Directors may appoint such agents,
attorneys and representatives of the Corporation with such powers and to perform
such acts and duties on behalf of the Corporation as the Board of Directors may
determine, so far as the same shall not be inconsistent with the laws of the
State of Connecticut, the Certificate of Incorporation of the Corporation, or
these Bylaws.
SECTION 9. SALARIES. The salaries of the officers, including the Chairman of the
Board of Directors (if one there be) and the President, may be fixed from time
to time by the Board of Directors, and no officer shall be prevented from
receiving a salary by reason of the fact that he is also a director of the
Corporation.
SECTION 10. CERTAIN OFFICERS TO GIVE BONDS. Every officer, agent or employee of
the Corporation, who may receive, handle or disburse money for its account or
who may have any of the Corporation's property in his custody or be responsible
for its safety or preservation, may be required, in the discretion of the Board
of Directors or the Executive Committee to give bond, in such sum and with such
sureties and in such form as shall be satisfactory to the Board of Directors or
the Executive Committee, for the faithful performance of the duties of his
office and for the restoration to the Corporation, in the event of his death,
resignation or removal from office, of all books, papers, vouchers, moneys and
other property of whatsoever kind in his custody belonging to the Corporation.
SECTION 11. REMOVAL OF OFFICERS. Any officer elected or appointed by the
directors may be removed at any time with or without cause by the affirmative
vote of a majority of all of the directors, but nothing in this Section shall
operate to invalidate, impair or otherwise affect any employment contract
entered into by the Corporation which contract has been authorized or ratified
by the affirmative vote of a majority of all the directors. The election or
appointment of an officer for a given term shall not of itself create contract
rights.
SECTION 12. VACANCIES. All vacancies among the officers from whatsoever cause
may be filled by the Board of Directors.
ARTICLE VI.
SHARES AND CERTIFICATES FOR SHARES.
SECTION 1. CERTIFICATES OF SHARES. Every shareholder of the Corporation shall be
entitled to a certificate or certificates, signed by, or, if the certificates
are signed by a transfer agent acting on behalf of the Corporation, bearing the
facsimile signatures of, the President or a Vice President and the Treasurer or
an Assistant Treasurer or the Secretary or an Assistant Secretary, and under the
seal of the Corporation or
8
with a facsimile of such seal affixed, certifying the number and class of shares
of the Corporation owned by him. All certificates shall be consecutively
numbered, and the names and addresses of all persons owning shares of the
Corporation, with the number of shares owned by each and the date or dates of
issue of the shares held by each, shall be entered in books kept for that
purpose by the proper officers or agents of the Corporation.
The Corporation shall be entitled to treat the holder of record of any share or
shares as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it has actual or other notice
thereof, save as expressly provided by the laws of the State of Connecticut.
SECTION 2. LOST CERTIFICATES. If a share certificate be lost or destroyed,
another may be issued in its stead upon satisfactory proof of such loss or
destruction and upon the giving of a bond of indemnity satisfactory to the
Corporation, unless this requirement be dispensed with by the President, a Vice
President, the Treasurer, or the Board of Directors, and upon compliance with
such other conditions as the Board of Directors may require.
SECTION 3. TRANSFERS. Shares shall be transferable on the records of the
Corporation by the holder of record thereof, or by his attorney thereunto duly
authorized, upon the surrender and cancellation of a certificate or certificates
for a like number of shares of the same class and of the same series where there
are more than one series in a class, with such proof of the authenticity of the
signature of such holder or of such attorney and such proof of the authority of
such attorney as the Corporation may require.
SECTION 4. REGULATIONS. The Board of Directors may make such regulations as it
may deem expedient concerning the issue, transfer and registration of shares.
SECTION 5. TRANSFER AGENT AND REGISTRAR. The Board of Directors may appoint one
or more transfer agents and registrars, or a transfer agent only, and may
require all share certificates to bear the signature of such a transfer agent,
and, if a registrar shall also have been appointed, the signature of such a
registrar.
SECTION 6. RECORD DATE. The Board of Directors by resolution may fix a date as
the record date for the purpose of determining the shareholders entitled to
notice of and to vote at any meeting of shareholders or any adjournment thereof,
or entitled to receive payment of any dividend or other distribution, or for any
other purpose, such date in any case to be not earlier than the date such action
is taken by the Board of Directors and not more than seventy days, and, in case
of a meeting of shareholders, not less than ten full days, immediately preceding
the date on which
9
the particular event requiring such determination of shareholders is to occur.
If no record date is so fixed, the date on which notice of a meeting is mailed
shall be the record date for the determination of shareholders entitled to
notice of and to vote at such meeting and the date on which the resolution of
the Board of Directors declaring such dividend or other distribution is adopted
shall be the record date for the determination of shareholders entitled to
receive payment of such dividend or other distribution. Shareholders actually of
record at a record date shall be the only shareholders entitled to receive
notice of or to vote at the meeting, or receive the dividend or other
distribution, or otherwise participate in respect of the event or transaction,
to which such date relates, except as otherwise provided by statute.
ARTICLE VII.
Miscellaneous.
SECTION 1. SEAL. The seal of the Corporation shall be circular in form and shall
bear the name of the Corporation around the circumference and the figures "1899"
in the center.
SECTION 2. FISCAL YEAR. The fiscal year of the Corporation shall end December
31st in each year, or otherwise, as the Board of Directors may determine.
SECTION 3. INSPECTION OF BOOKS. The Board of Directors shall determine from time
to time whether and, if allowed, when and under what conditions and regulations
the accounts and books of the Corporation (except such as may by statute be
specifically required to be open to inspection), or any of them, shall be open
to the inspection of the shareholders, and the shareholders' rights in this
respect are and shall be restricted and limited accordingly.
SECTION 4. WAIVER OF NOTICE. Whenever any notice of time, place, purpose or any
other matter, including any special notice or form of notice, is required or
permitted to be given to any person by law, the Certificate of Incorporation,
these Bylaws or a resolution of shareholders or directors, a written waiver of
notice signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be equivalent to the giving of such
notice. The Secretary shall cause any such waiver to be filed with or entered
upon the records of the Corporation or, in the case of a waiver of notice of a
meeting, the records of the meeting. The attendance of any person at a meeting
without protesting, prior to or at the commencement of the meeting, the lack of
proper notice shall be deemed to be a waiver by him of notice of such meeting.
10
SECTION 5. VOTING SHARES OF OTHER CORPORATIONS. Unless otherwise ordered by the
Board of Directors or by the Executive Committee, the President, the Secretary
or the Treasurer shall have full power and authority on behalf of the
Corporation to attend and to act and vote at any meetings of shareholders of any
corporation in which the Corporation may hold shares, and at any such meeting
shall possess and exercise any and all the rights and powers incident to the
ownership of such shares and which as the owner thereof the Corporation might
have possessed and exercised if present; or the President may in his discretion
give a proxy or proxies in the name of the Corporation to any other person or
persons, who may vote said shares and exercise any and all other rights in
regard to it as here accorded to the officers. The Board of Directors by
resolution from time to time may limit or curtail such power.
SECTION 6. CHECKS, DRAFTS AND NOTES. All checks upon any bank account and all
drafts and notes of the Corporation shall be signed in its behalf pursuant to
authorization of the Board of Directors. In any event, such checks, drafts and
notes may be signed by the President, or a Vice President or the Treasurer, and
countersigned by another of said officers, without such authorization, provided
that the same shall be signed and countersigned by separate persons.
SECTION 7. AUDITS. The Board of Directors of the Corporation shall cause an
audit of the books and affairs of the Corporation to be made annually during the
period between the close of each fiscal year and the next annual meeting, such
audit to be made by such firm or individuals, not associated or connected with
the Corporation, as the directors may determine.
ARTICLE VIII.
Amendments.
These Bylaws may be altered, amended, added to or repealed (a) by the
affirmative vote of the holders of a majority of the voting power of shares
entitled to vote thereon or (b) by the affirmative vote of directors holding a
majority of the directorships. Any notice of a meeting of the shareholders or of
the Board of Directors at which these Bylaws are to be altered, amended, added
to or repealed shall include notice of such proposed action.
11